Code of Conduct for TÜV Rheinland.

Code of Conduct for TÜV Rheinland www.tuv.com

1. Basis TÜV Rheinland (i.e. all companies associated with TÜV Rheinland Berlin Brandenburg Pfalz e.v. and TÜV Rheinland Holding AG according to 15 et seq. of the Companies Act (Aktiengesetz)) is a global corporation. This means that many aspects of our conduct must be appropriate to that of a global group of companies. Our aim is to further develop our group corporate culture in order to increase our market share through a high level of customer and employee satisfaction, and finally to increase returns. Put simply, we wish to ensure the successful economic development of TÜV Rheinland. The trust of customers, colleagues and the public depends heavily on the reliability, correct behaviour and commitment of each individual. Each employee therefore reflects the image of TÜV Rheinland and thus, how we present ourselves successfully on the market. We aim to achieve our unique and sustainable mission statement in everything we do. More specifically in taking into consideration our involvement in the UN Global Compact and the International Federation of Inspection Agencies (IFIA), we have created a Group policy of values and responsibilities and judge our specific actions and day-to-day business by complying with these standards. Our mission statement, group policy, anti-corruption and sponsorship group guidelines are essential documents which form the framework for our actions. This code of conduct is a guideline it increases mutual understanding, supports us in carrying out our daily work and finally helps us to be a successful service provider on the global markets. The principles set out in this document are minimum standards which apply to all employees and managers of TÜV Rheinland around the world. They should help to deal with the legal and ethical challenges faced in day-to-day work, to provide direction and therefore increase trust in TÜV Rheinland s services and integrity. All employees may approach their managers or an appointed body (such as: internal revision, controlling, HR or else) with any questions or information. An anonymous hotline is provided to allow staff to deliver information and hints in confidence. The Compliance Board and the Chief Compliance Officer ensure that the existing regulations are adhered to. The Compliance Office provides advice should any conflicts arise. The Compliance Officers will investigate cases and follow them through. In case of need, the Compliance Board will decide on how to proceed. The Compliance Guideline is applicable. 2. Values and scope All employees must be reliable in professional matters and act with personal and professional integrity to the best of their ability. All employees must uphold TÜV Rheinland s excellent reputation and image and refrain from any actions which could have a negative impact on a TÜV Rheinland company or the TÜV Rheinland Group as a whole. The term employee refers to both male and female full time and part time employees, managers, senior managers and members of the Board or the supervisory board of TÜV Rheinland Holding AG. This code of conduct is binding for all employees of companies belonging wholly or partly of 51 % or more to TÜV Rheinland Holding AG. The Executive Board will suggest to other companies of which less than 51% of shares are held, to adopt the Code and the Compliance System of TÜV Rheinland. No individual stands above this code of conduct nor has the right to deviate from it, except if necessitated by legal or other acceptable justifying circumstances. 3. General principles We adhere to laws and statutory requirements as a basic principle. All employees must comply with legal regulations and other requirements such as current accreditation standards. The same is true for internal guidelines, principles and business regulations. We do not allow ourselves to become involved in activities which clearly aim to manipulate legal or other regulations. We are also familiar with the relevant laws, regulations and standards of the countries we work in. We adhere to these in view of their validity for our area of work unless they conflict with universal ethical principles. Where possible, we use our professional and critical skills to improve and develop them. All employees are required to treat company property and possessions responsibly. 4. Confidentiality The security of private customer data and the confidentiality of information are of the greatest importance and must be ensured at all times; before, during and after providing services within the agreed scope. This includes technical or design data, patent registrations, strategies, investments, sales and marketing plans, financial forecasts, customer databases etc. Confidential information must be protected from access by third parties or colleagues who are not involved. Employees who have access to or control confidential or proprietary information must take appropriate security steps to prevent misuse and disclosure. Any attempt by unauthorised individuals to access confidential data constitutes a breach of the code of conduct and must be reported immediately to the manager or a data protection or security officer. Regardless of how it is saved (on data storage devices, paper etc.), internal or personal information intended for the information, management or the assessment of employees or business processes, including internal procedures and regulations, is considered to be confidential unless otherwise specified or published by an authorised body

5. Anti-discrimination All employees are expected to respect the personal dignity, private life and personal rights of each individual. We do not tolerate discrimination on any grounds, for example, age, gender, sexual orientation, race, religion or disability. Personal or sexual harassment, libel or mobbing is prohibited. The use of violence and the threatening with the use of violence or physical punishment are forbidden. 6. Conflicts of interest Employees should avoid situations which could lead to personal conflicts of interest. Unavoidable personal conflicts of interest must be reported to the manager. In case of doubt, the involvement of an officer may be requested. 6.1 Avoiding conflicts of personal and business interests All employees are required to avoid conflicts between personal and business interests. The following rules apply: Offers and contracts may only be drawn up and entered into in the interests of competition and business. Purchases must be made according to the group s procurement and purchasing regulations. Individual financial interest in or personal benefit from customers, suppliers, contractors or other business partners of TÜV Rheinland contradicts our principles. Direct investment in contractors, customers or other companies to be acquired creates a potential conflict of interest. It is not permitted to issue evaluations, tests or certifications which contradict the prevailing regulations. 6.2 Offering and accepting benefits/gifts Employees may not offer or accept benefits or gifts in the course of carrying out their professional duties. Gifts or invitations issued to business partners must be restricted and must not be intended to influence a business decision or be construed as doing so. The restrictions on gifts and invitations are determined by general business practice and are subject to change. Some restrictions are outlined in more detail in the anti-corruption guidelines and others are defined individually according to the principles of custom. Gifts and invitations of higher value than is locally customary, i.e. higher than the limits defined by customary law, are not permitted. 6.3 Corruption The impartiality and integrity of civil servants must not be damaged. Therefore officials, government representatives, representatives of regulatory authorities, politicians or representatives of other public institutions should not be offered gifts or invitations to meals or events that might damage their impartiality and integrity. Invitations to lunch and dinner are only permitted within the limits defined by law and local custom. The impression of offering or accepting benefits should be avoided. No money or other benefits for themselves or for third parties may be promised or paid to authorities or their representatives for any kind of services or duties performed. This does not include the payment of officially imposed fines and fees, which must be made public. No employee may offer services without payment or guarantee a certain outcome for a test or certification process. Bribery and persuasion payments are forbidden. Corruption is a criminal offence and usually leads to prosecution. 7. Money laundering All employees are required, in the scope of their duties, to ensure that TÜV Rheinland s services and companies and merger or acquisition processes are not being used for illegal purposes such as money laundering. Prior to a business engagement, employees must gather sufficient information about the aim of the transaction and the partnership requested by a particular customer. This also applies to information about the customer or potential partner s reputation and also the customer or partner s own partners, parent companies and subsidiaries. Financial, material or non-material benefits without services in return (sponsorship) are permitted within and governed by the framework of the sponsorship guidelines. Resources and their intended purpose must be clearly presented and made available to the whole Group. In case of doubt, the appointed central body (e.g. the finance/ tax division) or a local compliance officer should be consulted and asked to give advice. 8. Adherence to the law on competition and fairness in competition and marketing TÜV Rheinland follows the principle of achieving financial and commercial targets in a fair and legal manner. We believe in free and socially responsible market organisation. We do not participate in any activities which aim to achieve commercial advantages through illegal or unethical practices. In particular, it is forbidden to take part in price fixing with competitors or to discuss or agree on the division of areas, customers or supply sources with competitors. Furthermore, no exchange of information should be entered into with competitors which could be construed as an agreement on prices, price changes, discounts or price components, terms

and conditions, costs, capacity, technical developments and investments, the release and content of offers or a common course of action with regard to suppliers or customers. Nor is it permitted to release a parallel offer without the intention of transacting business but instead intending to inform the competitor or influence prices. We do not make untrue or misleading statements for promotional purposes. 9. Customer orientation and business partners Our customers are the key to our success. They must therefore be treated fairly and with respect and receive the highest professional standard of advice and support. Customers should be placed in a position where they are able to make informed decisions on the basis of TÜV Rheinland s services. As far as possible, business partners, in particular suppliers, agents, free distribution partners or commissioning agents of our services should also be bound to this code of conduct. 10. Transparency of services Test results and report data only reflect observations and facts. If anything, they influence the safety and wellbeing of the future users of our customers products and services. Particular attention should therefore be paid to the compilation, legibility, confidentiality, integrity and availability of our report data. At TÜV Rheinland, test results and reports are always issued in a complete and accurate manner in accordance with the current technical and professional standards. Deliberately incorrect or misleading information or entries in documents, results, reports, accounts or explanations are prohibited. All information and results must be clear, comprehensible and reproducible. Customers have the right to receive any necessary information and a detailed explanation of how a result was reached. The processes and expert knowledge which form the grounds for a result must be disclosed on request. Expert opinions must be marked as such. 11. Integrity of information/communications All official external communications should generally be checked and counter-signed by a person who was not involved in drafting it (four-eye principle). 12. Exclusions and non-association Since TÜV Rheinland has declared that it adheres to a list of principles, represents ethical values and upholds certain standards, TÜV Rheinland does not maintain business relationships with companies which deliberately infringe these values. Our guiding principles are those of the UN Global Compact and the rules of the International Federation of Inspection Agencies (IFIA). These can be found in our own global Group Policy on Values and Responsibility. We avoid business with companies whose main products are landmines or weapons of mass destruction. We specifically distance ourselves from companies which regularly breach the law on human rights, support of slavery and forced labour or which systematically use child labour as part of their business model. Relevant information must be reported to the appointed body or the compliance office. It may lead to the termination of a business relationship if businesses are known to regularly break environmental law, cause severe damage to the environment or have repeatedly used environmentally harmful methods. Relevant information must be reported to the appointed body or the compliance office. The appointed body or the compliance office will be informed should TÜV Rheinland become aware of a serious matter of misconduct after the business relationship has already been established. These authorities will then decide how to proceed. If it becomes clear that the customer/partner s behaviour is unlikely to change promptly, the business relationship should be terminated. A clause to this effect must be included in the general terms and conditions of the operational companies. It should be ensured that this clause also becomes an integral part of the contractual relationship. All documents, files and reports, regardless of whether they are for internal or external use, must be maintained in the correct and official manner and contain accurate, true, reliable and authorised information. This applies in particular to balance sheets or other files which are part of or relate to accounting, including invoices. Official statements to media representatives and correspondence with investors or representative bodies on the financial market are the exclusive area of responsibility of the Executive Board or its local representative and may only be carried out by authorised employees. External queries must be forwarded to these authorized individuals. The same applies to statements to government or official representatives.

13. Environmental protection TÜV Rheinland is actively engaged in protecting the environment and highlights this in its mission statement, environmental guidelines, environmental objectives and finally its Group Policy on Values and Responsibility. As we have pledged to provide services in the interest of humans and the environment, TÜV Rheinland encourages all employees to consider the consequences of their actions on humans, the environment and society. All employees should be aware of the environmental effects of their activities and should avoid or reduce environmental damage within their influence capability. 14. Charity and sponsorship Corporate donation, sponsorship and involvement in charity events are only permitted within the current legal framework and TÜV Rheinland s internal guidelines. When donating to educational, scientific, artistic or cultural organisations or to social projects, the organisation or project must be considered being beneficient and charitable. Donations to political parties are only allowed if approved in writing by the Executive Board. Donation receipts should be requested whenever possible. 15. Employee protection All employees are protected by standards relating to health and safety in the workplace. National law, international conventions and the Group s internal agreements with the workers representative body apply. These are available to all employees. Should employees observe any deviation from this code or hear of misconduct or serious violations, particularly with regard to cases of fraud, corruption, infringement of the laws on competition, financial misstatements, or other behaviour which could lead to prosecution or which constitutes a violation of the prevailing laws, they must inform their managers or an appointed body including an anonymous hotline (see point 1). The information will be treated as strictly confidential and will be used to investigate the case thoroughly and implement the necessary and appropriate corrective measures. In serious cases, internal measures may be taken or the public prosecution service informed in order to avoid damage to the company. All employees, customers, partners and representative bodies have the right to register complaints with one of the contact persons specified. These contact persons must process the complaint and inform the person who made it about the corrective measures to be taken. A complaints record is established and related statistics are made available. Employees who report misconduct or infringements of the code of conduct should not suffer any disadvantage unless it is proven that false information was given on purpose or with malicious intent. Apart from the fact that any case of misconduct could damage TÜV Rheinland s reputation, an infringement of the code of conduct may lead to disciplinary or legal action resulting in financial or other penalties. To ensure the integrity of the appointed ombudsman and to protect employees, the Group s Executive Board has entirely waived its right to information in this case. 16. Working environment Employees who take medication which affects their ability to safely drive vehicles or operate equipment and who nevertheless use vehicles and machinery at work are endangering themselves and others. Alcoholism or drug dependency affects safety in the workplace and reduces performance. TÜV Rheinland provides support in the search for counselling or professional (medical) services. 17. Implementation, complaint procedures and misconduct reports All employees must respect all the rules and principles contained in this code of conduct and behave according to the regulations. Senior managers and managers are responsible for ensuring that all their team members are familiar with this code of conduct and that it is discussed regularly. Managers must set an example with regard to the principles and exemplify behaviour they would like to see implemented in their areas of influence. 18. Closing remarks This code of conduct applies to TÜV Rheinland. National or region-specific regulations which do not contradict the regulations specified herein are allowable and are supported. The rights of workers participation committees remain unaffected. The process of implementing this code of conduct will be monitored. Modifications are possible from time to time. The relevant senior managers and managers must ensure that all employees are familiar with the current version of the code of conduct. The code of conduct is a part of general employee training and personal training and development. Cologne, May 2008 All employees may ask managers or compliance officers for advice if the implementation of this code or other internal guidelines is unclear.

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